Non-Disclosure Agreement (NDA)

Parties

1. Purpose

The parties wish to explore a business relationship in which sensitive information—such as political strategies, software code, research data, algorithms, client lists and business plans—may be shared (“Purpose”). This Agreement protects those exchanges.

2. Definition of Confidential Information

“Confidential Information” means all non-public information disclosed by the Disclosing Party, whether oral, written, digital or in any other form, including business plans, technologies, political strategies, survey data, customer lists, financial information and proprietary software. Confidential Information excludes information that (a) is or becomes publicly available without breach; (b) was lawfully known to the Receiving Party without a confidentiality obligation; (c) is independently developed without reference to the Confidential Information; or (d) is lawfully received from a third party without restriction.

3. Obligations of the Receiving Party

  1. Use and disclosure. Use Confidential Information solely for the Purpose and do not disclose it to any third party except to employees or advisors who need to know it and who are bound by equivalent confidentiality obligations.
  2. Care. Protect Confidential Information with at least the degree of care it uses for its own confidential information, and no less than reasonable care.
  3. Marking and identification. Treat information as confidential even if not marked, provided the Disclosing Party identifies it as confidential or it is reasonably understood to be confidential.
  4. Notification. Promptly notify the Disclosing Party of any unauthorized use or disclosure and cooperate to remedy the breach.
  5. Return or destruction. Upon request or at the end of the relationship, return or destroy all copies of Confidential Information and certify compliance in writing.

4. Exclusions and Required Disclosure

Confidentiality obligations do not apply to information that falls under the exclusions listed above. If the Receiving Party is compelled by law or court order to disclose Confidential Information, it will provide prior notice (where legally permissible) so that the Disclosing Party may seek protective orders or other remedies.

5. Term and Survival

This Agreement commences on the date above and remains in effect for five (5) years from the date of last disclosure. The obligations concerning trade secrets and confidential information that constitute trade secrets survive indefinitely or until such information no longer qualifies as a trade secret.

6. Remedies

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party is entitled to seek injunctive relief and other remedies available under law.

7. Governing Law and Jurisdiction

This Agreement is governed by the laws of India. Any disputes arising from this Agreement are subject to exclusive jurisdiction of the courts at Bengaluru, Karnataka.

8. Miscellaneous